The Adviser The Adviser is a limited partnership organized in November 2012 under the laws of the State of Delaware. Uncas GP LLC (“Uncas”) is a limited partnership organized in November 2012 under the laws of the State of Delaware and serves as the general partner of the Adviser. Scott D. Ferguson, as a limited partner of the Adviser and as the managing member of Uncas, is the principal owner of the Adviser and controls the Adviser. The general partner of the Adviser has ultimate responsibility for the management and operations of the Adviser.

The Adviser serves as investment manager for Sachem Head LP (“SH Onshore”), Sachem Head Offshore Ltd. (“SH Offshore”), and Sachem Head Master LP (“SH Master”, and together with SH Onshore and SH Offshore, the “SH Funds”). SH Onshore and SH Offshore generally implement substantially similar investment objectives, policies and strategies. SH Offshore participates in the investment strategy through SH Master. Sachem Head GP LLC (“SH GP”) is an affiliate of the Adviser and serves as the general partner of the Onshore Fund and the Master Fund. Mr. Ferguson is the managing member of SH GP.

The Adviser also serves as the investment manager for a drawdown fund structure that launched in 2016. SH Old Quarry Master Ltd. (“Old Quarry Master”) is the master fund in the drawdown fund structure. SH Old Quarry LP and SH Old Quarry Offshore Ltd. serve as feeder funds to Old Quarry Master (collectively, the “Old Quarry Funds”). SH Old Quarry GP LLC (“Old Quarry GP”) serves as the general partner of Old Quarry LP and the manager of Old Quarry Master. Mr. Ferguson is the managing member of Old Quarry GP.

The Adviser may, from time to time, serve as the investment manager for additional funds or products, including, without limitation, co-investment vehicles or “spill-over” accounts. As of the date hereof, the Adviser serves as the investment manager for one co-investment fund structure. SH Sagamore Master IV Ltd. (“Sagamore Master IV”) is the master fund in a co-investment fund structure launched in 2019. SH Sagamore IV LP participates in the investment strategy through Sagamore Master IV (collectively, the “Sagamore IV Funds”). SH Sagamore IV GP LLC (“Sagamore IV GP”) serves as the general partner of Sagamore IV LP and the manager of Sagamore IV Master. Mr. Ferguson is the managing member of Sagamore IV GP.

The SH Funds, the Old Quarry Funds, and the Sagamore IV Funds are collectively referred to herein as the “Funds”, and each is referred to individually as a “Fund”.

The Adviser provides investment advisory services on a discretionary basis to the Funds, which are commingled investment vehicles intended for institutional investors and other sophisticated investors. In providing such services to the Funds, the Adviser formulates its investment objective, directs and manages the investment and reinvestment of each Fund’s assets and provides reports to Fund investors. The Adviser manages the assets of each Fund in accordance with the terms of the governing documents applicable to each Fund. Investment advice is provided directly to the Funds and not individually to underlying investors in the Funds. Investors in the Funds do not have the ability to direct any Fund investments or strategies. Interests in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in the Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements, either in private transactions within the United States or in offshore transactions. The Adviser does not participate in any wrap-fee programs. As of December 31, 2019, the Adviser had $2,883,560,131 in regulatory assets under management on a discretionary basis. The Adviser does not manage any client assets on a non-discretionary basis. please register to get more info

The Adviser and its affiliates typically receive compensation from the Funds from the following sources: (a) fees based on a percentage of the net assets of the relevant Fund, and (b) fees based on a percentage of the performance of the relevant Fund. Investors should review all fees charged by the Adviser and its affiliates to fully understand the total amount of fees to be paid by the Funds and, indirectly, by investors in the Funds. Management Fees. The SH Funds generally pay the Adviser an annual management fee (the “Management Fee”) of 1.50% per annum. The Management Fee charged to the Old Quarry Funds is generally 0.50% per annum on invested capital. The Sagamore IV Funds are not charged a Management Fee. In each case the Management Fee is payable quarterly in advance based upon the net asset value of the relevant Fund and calculated as of the first business day of each quarter, in each case in accordance with the governing fund documents. The Management Fee is prorated for any period that is less than a full calendar quarter. The Adviser has waived or reduced Management Fees for certain investors, including “founders’ class” investors, employees, strategic partners, advisors and consultants, and others, and reserves the right to do so in the future as may be determined in the Adviser’s sole discretion.

Performance Fees. SH GP is generally entitled to receive a performance fee (a “Performance Fee”) of 20% of the net profits (including realized and unrealized gains) of the SH Funds, if any. Performance Fees for the SH Funds are calculated and paid at the end of each fiscal year or at the time of withdrawal after taking into account expenses of the relevant Fund, including any Management Fees. The Old Quarry Funds and the Sagamore IV Funds generally pay a Performance Fee of 15% to Old Quarry GP or Sagamore IV GP, respectively, upon dispositions of investments (over a preferred return threshold of 8% per annum with a “catch-up” for the Sagamore IV Funds). The Adviser’s affiliates have waived or reduced Performance Fees for certain investors, including “founders’ class” investors, employees, strategic partners, advisors and consultants, and others, and reserve the right to do so in the future as may be determined in their sole discretion. Fund Expenses. Each Fund will bear its own expenses, including, without limitation, the relevant Management Fee; investment expenses, whether or not such investments are consummated (such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expenses); expenses related to the research, due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including, without limitation, the following: (i) investment- related travel expenses (which are travel expenses related to the purchase, sale or transmittal of, or due diligence regarding, the Fund’s investments, whether or not such investments are consummated), (ii) professional fees (including, without limitation, fees and expenses of consultants, investment bankers, attorneys, accountants and other experts, as well as fees and expenses of proxy solicitors, communications firms and government relations firms) relating to investments, (iii) expenses associated with activist campaigns (including, without limitation, expenses related to event hosting and production, public presentations, public relations, public affairs and government relations, forensic and other analyses and investigations, proxy contests, solicitations and tender offers, and compensation, indemnification and other expenses of any nominees proposed by the Adviser as directors or executives of portfolio companies), (iv) third- party investment sourcing fees, and (v) research and market data (including, without limitation, any related computer hardware and connectivity hardware (e.g., Bloomberg terminals and telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); fees and expenses relating to software tools, programs or other technology utilized in managing the Fund (including, without limitation, third-party software licensing, implementation, data management and recovery services, custom development costs, trading-related software and risk management software and technology)); administrative expenses (including, without limitation, fees and expenses of the relevant Fund’s administrator); legal expenses; external accounting and valuation expenses (including, without limitation, the cost of accounting software packages); audit and tax preparation expenses; costs related to directors and officers insurance and errors and omissions insurance for the Adviser and its affiliates; entity-level taxes; costs incurred to comply with the rules under Sections 1471-1474 of the Internal Revenue Code or other similar law (whether imposed on the Fund, the Adviser or its affiliates); corporate licensing; regulatory expenses (including, without limitation, expenses relating to compliance and preparation of regulatory filings (e.g., Form PF filings), and related fees and expenses of consultants); organizational expenses; expenses incurred in connection with the offering and sale of the interests and other similar expenses related to the Fund; indemnification expenses; and extraordinary expenses. Generally, Fund expenses, other than the relevant Management Fee, certain taxes and any expenses that the Adviser or the general partner of the Fund (if applicable) determines in its sole discretion should be allocated to a particular investor, will be charged to all investors on a pro rata basis. Expenses for research-related products and services may be paid through “soft dollars” generated by the relevant Fund. To the extent that expenses to be borne by a Fund are paid by the Adviser or its affiliates, the Fund will reimburse such party for such expenses. For a discussion of the Adviser’s brokerage practices, please see Item 12. Neither the Adviser nor any of its supervised persons accepts compensation for the sale of securities or other investment products. please register to get more info

As discussed in Item 5 above, affiliates of the Adviser will receive a performance-based fee based upon the appreciation, if any, in the net asset value of each of the Funds. As a result, the Adviser may have a conflict of interest between its responsibility to manage the Funds’ investment portfolios and its interest in maximizing the performance-based fee. For example, the performance-based fee may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case if such arrangement were not in effect. In addition, the performance-based fees are not the product of an arm’s length negotiation with any third party, and, because in some cases they are calculated on a basis which includes unrealized appreciation of the Funds’ assets, it may be greater than if such compensation were based solely on realized gains. please register to get more info

Each of the Funds is a private investment fund. Each Fund relies on the exclusion from the definition of “investment company” provided by Section 3(c)(7) of the Investment Company Act. The minimum initial capital contribution for each of the Funds is $5 million for institutional investors and $1 million for individual investors, subject to the discretion of the Adviser or the general partner of the Fund (if applicable) to accept lesser amounts or establish different minimums in the future. Investors in the Funds may include high net worth individuals, pension funds and profit-sharing plans, trusts, charitable organizations, institutions, endowments, fund of hedge funds, foreign sovereign wealth funds, family offices, and other entities. please register to get more info

Methods of Analysis and Investment Strategies The Adviser’s investment strategy seeks to provide attractive risk-adjusted returns by employing a concentrated, value-oriented long/short investment strategy with the willingness to use activism. The Adviser invests primarily in North American equities, but will also opportunistically invest overseas and in distressed credit situations that offer the potential for equity-like returns. Generally, the Adviser’s investment strategy focuses on securities that have market capitalizations in excess of $1 billion and daily trading volume in excess of $5 million. The Adviser generally seeks to manage long portfolios along three themes: (i) assets acquired at a discount to fair value where the Adviser will work to surface value (“activist investing”), (ii) assets acquired at a discount to fair value with an embedded catalyst and (iii) high quality businesses purchased at discounted prices. The Adviser will generally have a multi-year view of potential value creation in a given investment. The short portfolios managed by the Adviser will generally be comprised of: (i) standalone “alpha shorts” of businesses perceived to be overvalued and facing secular or structural challenges or using aggressive or misleading accounting, (ii) sector hedges designed to mitigate potential excessive sector exposure, and (iii) broader equity or credit market hedges. Risks Relating to the Adviser’s Investment Strategy The Adviser’s investment strategy is speculative and may entail substantial risks. Since market risks are inherent in all securities investments to varying degrees, there can be no assurance that the Adviser’s investment objectives will be achieved. In fact, certain investment practices described above can, in some circumstances, potentially increase the adverse impact on investment portfolios managed by the Adviser. The following list of risk factors relates only to the Adviser’s investment strategy and does not purport to be a complete enumeration or explanation of the risks involved in an investment in any of the Funds, including the general business and regulatory risks of an investment in private investment funds, operational risks, general market risks, general credit risks, liquidity risks, or other risks.

Risk of Loss. No guarantee or representation is made that the Adviser’s investment program, including, without limitation, the Adviser’s investment objectives, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. General Economic and Market Conditions. The success of the Adviser’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to the taxation of investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of investments. Volatility or illiquidity could impair profitability or result in losses. Portfolios managed by the Adviser may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Activist. The success of the Adviser’s activist investment strategy depends upon, among other things: (i) the Adviser’s ability to properly identify portfolio companies whose securities prices can be improved through corporate and/or strategic action; (ii) the Adviser’s ability to acquire sufficient securities of such portfolio companies at a sufficiently attractive price; (iii) the Adviser’s ability to avoid triggering anti-takeover and regulatory obstacles while aggregating its position; (iv) the willingness of the management of such portfolio companies and other security holders to respond positively to the Adviser’s proposals; and (v) favorable movements in the market price of any such portfolio company’s securities in response to any actions taken by such portfolio company. There can be no assurance that any of the foregoing will occur. Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or investors of the subject company, which may result in litigation and may erode, rather than increase, the value of the subject company; (ii) intervention of a governmental agency; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market conditions resulting in material changes in the prices of securities; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction, the Adviser, or its clients, and such regulatory agencies may independently investigate the participants in a transaction, including the Adviser or its clients, as to compliance with securities or other law. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of investors and others with an interest in the subject company. Some investors may have interests which diverge significantly from those of the Adviser’s clients, and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Adviser believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe the Adviser anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow the Adviser’s clients to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Event-Driven. The success of the Adviser’s event-driven investment strategy depends upon the Adviser’s ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Adviser had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring that promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of the Adviser’s investment strategy may be expected to fluctuate from period to period. Accordingly, the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Long/Short. The success of the Adviser’s long/short investment strategy depends upon the Adviser’s ability to identify and purchase securities for the portfolios it manages that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the Adviser’s long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying positions in securities were to fail to converge toward, or were to diverge further from values expected by the Adviser, a loss may be incurred. In the event of market disruptions, significant losses can be incurred, which may force the Adviser to close out one or more positions in the portfolios that it manages. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Adviser’s long/short strategies may become outdated and inaccurate as market conditions change. Short Selling. The success of the Adviser’s short selling investment strategy depends upon the Adviser’s ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. There can be no assurance that the Adviser’s clients will be able to maintain the ability to borrow securities sold short. In such cases, the relevant client can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the- counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Adviser’s clients may be entirely dependent on the willingness of over-the- counter market-makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though the Adviser secures a “good borrow” of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the Adviser’s client to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short. Long-Term. The success of the Adviser’s long-term investment strategy depends upon the Adviser’s ability to identify and purchase securities that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long-term strategy, the Adviser may forego value in the short-term or temporary investments in order to be able to avail the Adviser of additional and/or longer-term opportunities in the future. Consequently, the Adviser may not capture maximum available value in the short term, which may be disadvantageous, for example, for investors who withdraw all or a portion of their investment from the portfolios managed by the Adviser before such long-term value may be realized. Proxy Contests and Unfriendly Transactions. The Adviser may purchase securities of a company that is the subject of a proxy contest on the expectation that new management will be able to improve the company’s performance or effect a sale or liquidation of its assets so that the price of the company’s securities will increase. If the incumbent management of the company is not defeated or if new management is unable to improve the company’s performance or sell or liquidate the company, the market price of the company’s securities will typically fall, which may cause a loss. In addition, where an acquisition or restructuring transaction or proxy fight is opposed by the subject company’s management, the transaction often becomes the subject of litigation. Such litigation involves substantial uncertainties and may impose substantial cost and expense on the company participating in the transaction. Leverage and Borrowing. Leverage for Investment Purposes. Although the Adviser is generally expected to employ little to no margin leverage in pursuit of its investment strategy on behalf of its clients, the Adviser has the authority to trade on margin and is not prohibited from employing more significant amounts of leverage. The Adviser also has the authority to borrow, utilize derivatives and otherwise obtain leverage from brokers, banks and others on a secured or unsecured basis. The Adviser may utilize leverage to the extent it deems appropriate. The use of leverage will allow the Adviser to make additional investments on behalf of its clients, thereby increasing exposure to assets, such that its total assets may be greater than its capital. However, leverage will also magnify the volatility of changes in the value of the portfolios managed by the Adviser. The effect of the use of leverage by the Adviser in a market that moves adversely to its investments could result in substantial losses, which would be greater than if leveraged were not used. Borrowing for Cash Management Purposes. Funds managed by the Adviser generally have the authority to borrow for cash management purposes, such as to satisfy withdrawal requests. The rates at and terms on which a Fund can borrow will affect the operating results of the Fund. Collateral. The instruments and borrowings utilized by the Adviser to leverage investments may be collateralized by all or a portion of a client’s portfolio. Accordingly, the Adviser may pledge securities held by a client in order to borrow or otherwise obtain leverage for investment or other purposes. Should the securities pledged to brokers to secure margin accounts decline in value, the client could be subject to a “margin call”, pursuant to which the client must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. The banks and dealers that provide financing can apply essentially discretionary margin, “haircut”, financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. Lenders that provide other types of asset-based or secured financing may have similar rights. There can be no assurance that the Adviser will be able to secure or maintain adequate financing for the benefit of its clients. Costs. Borrowings will be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. Any such costs may or may not be recovered by the return on the relevant portfolio. Lending of Portfolio Securities. The Adviser may direct an account to lend securities on a collateralized and an uncollateralized basis from its portfolio to securities firms and financial institutions. While a securities loan is outstanding, the account will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending securities, as with other extensions of secured credit, if any, consist of possible delay in receiving additional collateral, if any, or in recovery of the securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Diversification and Concentration. The Adviser may select investments that are concentrated in a limited number or types of securities. In addition, a portfolio may become significantly concentrated in securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose the portfolio to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. Lack of Control. The Adviser may direct an account to invest in debt instruments and equity securities of companies that it does not control, which the account may acquire through market transactions or through purchases of securities directly from the issuer or other shareholders. Such securities will be subject to the risk that the issuer may make business, financial or management decisions with which the Adviser does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve the interests of the relevant account. In addition, the Adviser may share control over certain investments with co-investors, which may make it more difficult for the Adviser to implement its investment approach or exit the investment when it otherwise would. The occurrence of any of the foregoing could have a material adverse effect on the relevant portfolio and the investments therein. Hedging Transactions. The Adviser may utilize securities for risk management purposes in order to: (i) protect against possible changes in the market value of the relevant investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect unrealized gains in the value of an investment portfolio; (iii) facilitate the sale of any securities; (iv) enhance or preserve returns, spreads or gains on any security in the relevant investment portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on securities; (vii) protect against any increase in the price of any securities to be purchased at a later date; or (viii) act for any other reason that the Adviser deems appropriate. The Adviser will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. The Adviser may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While the Adviser may enter into hedging transactions on behalf of its clients to seek to reduce risk, such transactions may result in a poorer overall performance for the Adviser than if it had not engaged in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged. Discretion of the Adviser; New Strategies and Techniques. While the Adviser will generally seek to employ the representative investment strategies and techniques discussed herein, the Adviser (subject to the policies and control of the client’s general partner, if applicable) has considerable discretion in the types of securities that it may trade on behalf of its clients and has the right to modify the investment strategies and techniques of the Adviser without the consent of investors. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings that could result in unsuccessful trades and, ultimately, losses to the relevant investment portfolio. In addition, any new investment strategy or technique developed by the Adviser may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment with the Adviser. Risks Related to Specific Investments Equity Securities Generally. The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, a portfolio may suffer losses if it is invested in equity instruments of issuers whose performance diverges from the Adviser’s expectations or if equity markets generally move in a single direction and the Adviser has not hedged against such a general move. The Adviser’s clients also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Undervalued Securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Adviser’s investment strategy may not adequately compensate for the business and financial risks assumed. Derivative Instruments. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, credit risk, legal risk and operations risk. The regulatory and tax environment for derivative instruments is evolving, and changes in the regulation or taxation of such instruments may have a material adverse effect on portfolios managed by the Adviser. Call and Put Options. The Adviser’s clients may incur risks associated with the sale and purchase of call options and put options. Under a conventional cash-settled option, the purchaser of the option pays a premium in exchange for the right to receive upon exercise of the option (i) in the case of a call option, the excess, if any, of the reference price or value of the underlier (as determined pursuant to the terms of the option) above the option's strike price or (ii) in the case of a put option, the excess, if any, of the option's strike price above the reference price or value of the underlier (as so determined). Under a conventional physically-settled option structure, the purchaser of a call option has the right to purchase a specified quantity of the underlier at the strike price, and the purchaser of a put option has the right to sell a specified quantity of the underlier at the strike price. A purchaser of an option may suffer a total loss of premium (plus transaction costs) if that option expires without being exercised. An option's time value (i.e., the component of the option's value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the purchaser at various times prior to its expiration date, the purchaser's ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of the transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non- occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the "style" of the option. Uncovered option writing (i.e., selling an option when the seller does not own a like quantity of an offsetting position in the underlier) exposes the seller to potentially significant loss. The potential loss of uncovered call writing is unlimited. The seller of an uncovered call may incur large losses if the reference price or value of the underlier increases above the exercise price by more than the amount of any premiums earned. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The seller of an uncovered put option bears a risk of loss if the reference price or value of the underlier declines below the exercise price by more than the amount of any premiums earned. Such loss could be substantial if there is a significant decline in the value of the underlier. Index or Index Options. The value of an index or index option fluctuates with changes in the market values of the assets included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular asset, whether the relevant portfolio will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the assets generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular assets. Index Futures. The price of index futures contracts may not correlate perfectly with the movement in the underlying index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, shareholders may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Successful use of index futures contracts also is subject to the Adviser’s ability to correctly predict movements in the direction of the market. Swaps. Whether the Adviser’s use of swap agreements or options on swap agreements (“swaptions”) will be successful will depend on the Adviser’s ability to select appropriate transactions for its clients. Swap agreements and swaptions can be individually negotiated and structured to include exposure to a variety of different types of investments, asset classes or market factors. Depending on their structure, swap agreements may increase or decrease the holder’s exposure to, for example, equity securities, long-term or short-term interest rates, non-U.S. currency values, credit spreads or other factors. Swap agreements can take many different forms and are known by a variety of names. Swap transactions may be highly illiquid and may increase or decrease the volatility of the relevant portfolio. Moreover, the relevant portfolio bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. The relevant portfolio will also bear the risk of loss related to swap agreements, for example, for breaches of such agreements or the failure to post or maintain required collateral. It is possible that developments in the swap markets, including potential government regulation, could adversely affect the Adviser’s ability to terminate swap transactions or to realize amounts to be received under such transactions. Credit Default Swaps. Credit default swaps can be used to implement the Adviser’s view that a particular credit, or group of credits, will experience credit improvement or deterioration. In the case of expected credit improvement, the relevant portfolio may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the obligation to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. The relevant portfolio may also buy credit default protection with respect to a referenced entity if, in the Adviser’s judgment, there is a high likelihood of credit deterioration. In such instance, the portfolio will pay a premium regardless of whether there is a credit event. Futures Contracts. The value of futures contracts depends upon the price of the securities, such as commodities, underlying them. The prices of futures contracts are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, as well as national and international political and economic events and policies. In addition, investments in futures contracts are also subject to the risk of the failure of any of the exchanges on which the positions trade or of its clearing houses or counterparties. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Adviser from promptly liquidating unfavorable positions and subject the relevant portfolio to substantial losses or prevent it from entering into desired trades. Also, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price of a security or contract can produce a disproportionately larger profit or loss. In extraordinary circumstances, a futures exchange or the Commodity Futures Trading Commission (the “CFTC”) could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract. Forward Contracts. The Adviser may enter into forward contracts and options thereon on behalf of its clients, including non-deliverable forwards, which are currently not traded through clearinghouses, although this is expected to change. The principals who deal in the forward contract market are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. The imposition of credit controls or price risk limitations by governmental authorities may limit such forward trading to less than that which the Adviser would otherwise recommend, to the possible detriment of the relevant portfolio. In forward trading, the relevant portfolio will be subject to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the principals with which the relevant portfolio trades. Assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on certain regulated brokers in respect of customer funds on deposit with them. The Adviser may order trades in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject the relevant portfolio to the risk of loss. Contracts for Differences. Contracts for differences (“CFDs”) are privately negotiated contracts between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument’s value at the end of the contract. The underlying instrument may be a single security, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. As is the case with trading any financial instrument, there is the risk of loss associated with trading a CFD. There may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying security will require the posting of additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract may be reduced. Entry into a CFD transaction may, in certain circumstances, require the payment of an initial margin and adverse market movements against the underlying stock may require additional margin payments. CFDs may be considered illiquid. To the extent that there is an imperfect correlation between the return on the Fund’s obligation to its counterparty under the CFDs and the return on related assets in its portfolio, the CFD transaction may increase the Fund’s financial risk. Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Initial Public Offerings. Investments in initial public offerings (or shortly thereafter) may involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including, without limitation, the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for such securities and, thus, for the value of the relevant portfolios. Convertible Securities. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a portfolio is called for redemption, the portfolio will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Adviser’s ability to achieve its investment objective on behalf of its clients. American Depositary Receipts and Global Depositary Receipts. American Depositary Receipts (“ADRs”) are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by non-U.S. issuers. ADRs may be listed on a national securities exchange or may be traded in the over-the-counter market. Global Depositary Receipts (“GDRs”) are receipts issued by either a U.S. or non-U.S. banking institution representing ownership in a non-U.S. company’s publicly traded securities that are traded on non-U.S. stock exchanges or non-U.S. over-the-counter markets. Holders of unsponsored ADRs or GDRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute investor communications received from the issuer of the deposited security or to pass through voting rights to the holders of depositary receipts in respect of the deposited securities. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks (including blockage, devaluation and non-exchangeability), as well as a range of other potential risks relating to the underlying shares, which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale of disposition proceeds, political or social instability or diplomatic developments that could affect investments in those countries, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding the underlying shares of ADRs and GDRs, and non- U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substantial losses. Master Limited Partnerships. An investment in a master limited partnership (“MLP”) unit involves risks that differ from those associated with investments in similar equity securities, such as common stock of a corporation. Holders of MLP units usually have the rights typically afforded to limited partners in a limited partnership, and as such have limited control and voting rights on matters affecting the partnership. In addition, there is the risk that an MLP could be, contrary to its intention, taxed as a corporation, resulting in decreased returns from such MLP. Further, conflicts of interest may exist between common unit holders, subordinated unit holders and the general partner of the MLP, including those arising from incentive distribution payments. Real Estate-Related Securities. Securities issued by entities which invest in real estate, including “real estate investment trusts” (“REITs”), generally will be subject to the risks incident to the ownership and operation of commercial real estate and/or risks incident to the making of nonrecourse mortgage loans secured by real estate. Such risks include, without limitation, the risks associated with both the domestic and international general economic climates; local real estate conditions; risks due to dependence on cash flow; risks and operating problems arising out of the absence of certain construction materials; changes in supply of, or demand for, competing properties in an area (as a result, for instance, of overbuilding); the financial condition of tenants, buyers and sellers of properties; changes in availability of debt financing; energy and supply shortages; changes in the tax, real estate, environmental, and zoning laws and regulations; various uninsured or uninsurable risks; natural disasters; and the ability of the Adviser or third-party borrowers to manage the real properties. In addition, the relevant portfolio may incur the burdens of ownership of real property, which include the paying of expenses and taxes, maintaining such property and any improvements thereon, and ultimately disposing of such property. Unlisted Securities. Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Debt Securities Generally. Debt securities of all types of issuers may have speculative characteristics, regardless of whether they are rated. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal in accordance with the terms of the obligations. Dealer Market Making. The value of fixed-income investments will be affected by general fixed income market conditions, such as the volatility and liquidity of the fixed income market, which are affected by the ability of dealers to “make a market” in fixed-income investments. In recent years, the market for bonds has significantly increased while dealer inventories have significantly decreased, relative to market size. This reduction in dealer inventories may be attributable to regulatory changes, such as capital requirements, and is expected to continue. As dealers’ inventories decrease, so does their ability to make a market (and, therefore, create liquidity) in the fixed income market. Especially during periods of rising interest rates, this could result in greater volatility and illiquidity in the fixed income market, which could impair the investment strategy’s profitability or result in losses. Interest Rate Risk. Changes in interest rates can affect the value of investments in fixed-income instruments. Increases in interest rates may cause the value of debt investments to decline. Portfolios may experience increased interest rate risk to the extent they invest, if at all, in lower-rated instruments, debt instruments with longer maturities, debt instruments paying no interest (such as zero-coupon debt instruments) or debt instruments paying non-cash interest in the form of other debt instruments. Prepayment Risk. The frequency at which prepayments (including voluntary prepayments by the obligors and accelerations due to defaults) occur on debt instruments will be affected by a variety of factors including the prevailing level of interest rates and spreads as well as economic, demographic, tax, social, legal and other factors. Generally, obligors tend to prepay their fixed rate obligations when prevailing interest rates fall below the coupon rates on their obligations. Similarly, floating rate issuers and borrowers tend to prepay their obligations when spreads narrow. In general, “premium” securities (securities whose market values exceed their principal or par amounts) are adversely affected by faster than anticipated prepayments, and “discount” securities (securities whose principal or par amounts exceed their market values) are adversely affected by slower than anticipated prepayments. Since many fixed rate obligations will be discount instruments when interest rates and/or spreads are high, and will be premium instruments when interest rates and/or spreads are low, such debt instruments may be adversely affected by changes in prepayments in any interest rate environment. The adverse effects of prepayments may impact a portfolio in two ways. First, particular investments may experience outright losses, as in the case of an interest- only instrument in an environment of faster actual or anticipated prepayments. Second, particular investments may underperform relative to hedges that the Adviser may have constructed for these investments, resulting in a loss to the overall portfolio. In particular, prepayments (at par) may limit the potential upside of many instruments to their principal or par amounts, whereas their corresponding hedges often have the potential for unlimited loss. Zero-Coupon and Deferred Interest Bonds. Zero-coupon bonds and deferred interest bonds are debt obligations issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero-coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest. High-Yield. Bonds or other fixed-income securities that are “higher yielding” (including non-investment grade) debt securities are generally not exchange- traded and, as a result, these securities trade in the over-the-counter marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions, which could lead to the issuer’s inability to meet timely interest and principal payments. High-yield securities are generally more volatile and may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities may be highly leveraged and may not have available to them more traditional methods of financing. In addition, the Adviser may make investments on behalf of its clients in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. The Adviser may make investments on behalf of its clients in obligations of issuers that are generally trading at significantly higher yields than had been historically typical of the applicable issuer’s obligations. Such investments may include debt obligations that have a heightened probability of being in covenant or payment default in the future or that are currently in default and are generally considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result only in partial recovery of cash payments or an exchange of the defaulted security for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. Corporate Debt. Bonds, notes and debentures issued by corporations may pay fixed, variable or floating rates of interest, and may include zero-coupon obligations. Corporate debt instruments may be subject to credit ratings downgrades. Other instruments may have the lowest quality ratings or may be unrated. In addition, the interest in kind may be paid in connection with investments in corporate debt and related financial instruments (e.g., the principal owed in connection with a debt investment may be increased by the amount of interest due on such debt investment). Such investments may experience greater market value volatility than debt obligations that provide for regular payments of interest in cash and, in the event of a default, the relevant portfolio may experience substantial losses. Mezzanine Debt. Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. The ability of the Adviser to influence a company’s affairs, especially during periods of financial distress or following an insolvency, will be substantially less than that of senior creditors. Mezzanine debt instruments are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt instruments have historically been higher than for investment-grade instruments. In the event of the insolvency of a portfolio company or similar event, the debt investment therein will be subject to fraudulent conveyance, subordination and preference laws. Stressed Debt. Stressed issuers are issuers that are not yet deemed distressed or bankrupt and whose debt securities are trading at a discount to par, but not yet at distressed levels. An example would be an issuer that is in technical default of its credit agreement, or undergoing strategic or operational changes, which results in market pricing uncertainty. The market prices of stressed and distressed instruments are highly volatile, and the spread between the bid and the ask prices of such instruments is often unusually wide. Non-Performing Nature of Debt. Certain debt instruments may be non- performing or in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to such debt instruments. Troubled Origination. When financial institutions or other entities that are insolvent or in serious financial difficulty originate debt, the standards by which such instruments were originated, the recourse to the selling institution, or the standards by which such instruments are being serviced or operated may be adversely affected. Sovereign Debt. Several factors may affect (i) the ability of a government, its agencies, instrumentalities or its central bank to make payments on the debt it has issued (“Sovereign Debt”), including securities that the Adviser believes are likely to be included in restructurings of the external debt obligations of the issuer in question, (ii) the market value of such debt and (iii) the inclusion of Sovereign Debt in future restructurings, including such issuer’s (x) balance of trade and access to international financing, (y) cost of servicing such obligations, which may be affected by changes in international interest rates, and (z) level of international currency reserves, which may affect the amount of non- U.S. exchange available for external debt payments. Significant ongoing uncertainties and exposure to adverse conditions may undermine the issuer’s ability to make timely payment of interest and principal, and issuers may default on their Sovereign Debt. Equitable Subordination. Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). If the Adviser engages in such conduct, the relevant portfolio may be subject to claims from creditors of an obligor that debt held by the portfolio should be equitably subordinated. Distressed Obligations. The obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems (including companies involved in bankruptcy or other reorganization and liquidation proceedings) are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the risk that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. Such companies’ obligations may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the Adviser’s investments in any security. Obligations in which the Adviser invests on behalf of its clients may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that value of the assets collateralizing investments will be sufficient or that prospects for a successful reorganization or similar action will become available. In any reorganization or liquidation proceeding relating to a company in which the Adviser invests on behalf of its clients, the relevant portfolio may lose its entire investment, may be required to accept cash or securities with a value less than its original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from investments may not compensate investors adequately for the risks assumed. In addition, under certain circumstances, payments and distributions may be disgorged if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price of the security in respect to which such distribution was made. Exchange-Traded Funds. Exchange-Traded Funds (“ETFs”) are publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying securities they are designed to track. ETFs are also subject to certain additional risks, including, without limitation, the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Generally, each shareholder of an ETF bears a pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of portfolio expenses, investors may also indirectly bear similar expenses of an ETF. Commodities. Factors affecting Commodities Prices. The values of commodities which underlie the commodity futures contracts and other types of financial instruments are generally affected by, among other factors, the cost of producing commodities, changes in consumer demand for commodities, the hedging and trading strategies of producers and consumers of commodities, speculative trading in commodities by commodity pools and other market participants, disruptions in commodity supply, weather and climate conditions, changes in interest rates, rates of inflation, currency devaluations and revaluations, embargoes, tariffs, regulatory developments, governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies, political and other global events and global economic factors. In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in certain markets and this intervention may cause these markets to move rapidly. The Adviser has no control over the factors that affect the price of commodities. Accordingly, the value of these investments could change substantially and in a rapid and unpredictable manner. Agricultural Commodities. Agricultural commodities are particularly sensitive to changes in, among other things, climate, crop and livestock health, world political events, government action (including export and import restrictions and embargoes), international and regional trade contracts, labor contracts, transportation systems and crop predictions. Significant production declines and volume decreases of agricultural commodities can occur as a result of, among other things, hurricanes, tornadoes, floods, fires and other natural disasters. In addition, agricultural commodities are subject to price volatility as a result of disruptions relating to the facilities necessary to produce, transport, store and deliver the agricultural commodity. As a result, the net assets of the relevant portfolio may be affected by such factors. Precious Metals. Prices of precious metals (e.g., gold, silver, platinum and palladium) are affected by factors such as cyclical economic conditions, political events, and monetary policies of various governments and countries. In addition, certain precious metals are geographically concentrated, and events in those parts of the world in which such concentration exists may affect their values. Gold and other precious metals are also subject to governmental action for political reasons. The markets for precious metals are volatile and there may be sharp fluctuations in prices even during period of rising prices. Energy. Markets for energy-related commodities, including, without limitation, electricity, coal, natural gas, crude oil and other petroleum products, can be susceptible to substantial price fluctuations over short periods of time and are particularly affected by political events, natural disasters, exploration and development success or failure, and technological changes. In addition, significant short-term price volatility can be caused by the inability to store electricity, tariff regulation and consumer advocacy. Cash Commodities. Contracts governing the purchase and sale of specific physical commodities (known as “cash commodities”) for immediate or deferred delivery may differ from each other with respect to terms such as quantity, grade, mode of shipment, terms of payment, penalties and risk of loss. There is no limit on daily price movements of cash commodities and banks, brokerage firms, and dealers in cash commodities are not required to continue to make markets in any commodity. Lastly, the CFTC does not comprehensively regulate cash transactions, which are subject to the risk of the foregoing entities’ failure, inability or refusal to perform with respect to such contract. Currencies. A principal risk in trading currencies is the rapid fluctuation in the market prices of currency contracts. Prices of currency contracts are affected generally by relative interest rates, which in turn are influenced by a wide variety of complex and difficult to predict factors such as money supply and demand, balance of payments, inflation levels, fiscal policy, and political and economic events. In addition, governments from time to time intervene, directly and by regulation, in these markets, with the specific effect, or intention, of influencing prices which may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Bankruptcy Claims. The Adviser may direct clients to invest in the debt and equity of financially distressed companies. In the event that the issuer files for bankruptcy protection, the relevant account will likely be unable to sell its claims without realizing a significant loss and may be unable to recover current interest on such claims during the course of the bankruptcy case. The markets in U.S. bankruptcy claims are generally not regulated by U.S. federal securities laws or the SEC. To the extent debt investment is unsecured (i.e., has no collateral securing repayment), such claims may have a lower priority than secured claims (which have first recourse to the collateral securing such claim). In addition, the debt of an issuer in bankruptcy may be adversely affected by an erosion of the issuer’s business and overall value. Accordingly, there can be no guarantee that a debtor will be able to satisfy all of its liabilities or that the account will be able to recover the entire amount of the bankruptcy claim. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to appear and be heard, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of the Adviser’s clients (as creditors). Furthermore, there are instances where creditors lose their priority under Title 11 of please register to get more info

This Item requires the Adviser to disclose facts regarding any legal or disciplinary events that would be material to an evaluation of the Adviser or the integrity of its management. The Adviser has no information applicable to this Item. please register to get more info

The Adviser organizes and sponsors the Funds, which are private investment companies and partnerships. Each of these pooled investment vehicles is controlled by an affiliate of the Adviser acting as the general partner for the vehicle. The Adviser and its affiliate serving as the general partner for the relevant vehicle will be responsible for all decisions regarding portfolio transactions of the vehicle and have full discretion over the management of its investment activities. Neither the Adviser nor any of its management persons are registered, or has an application pending to register, as a broker-dealer, a registered representative of a broker-dealer, a futures commission merchant, commodity pool operator, a commodity trading adviser or an associated person of any of the foregoing entities.

The Adviser and its affiliate acting as a general partner of the relevant vehicle qualify, with respect to each Fund, for the exemption under CFTC Rule 4.13(a)(3) on the basis that, among other things (i) each investor in the Funds is an "accredited investor", as defined under SEC rules; (ii) the Interests in the Funds are exempt from registration under the Securities Act and are offered and sold without marketing to the public in the United States; (iii) participations in the Funds are not marketed as or in a vehicle for trading in the commodity futures or commodity options markets; and (iv) at all times that any Fund establishes a commodity interest or securities futures position, either (a) the aggregate initial margin and premiums required to establish such positions will not exceed 5% of the liquidation value of such Fund's portfolio; or (b) the aggregate net notional value of such Fund's commodity interest and security futures positions will not exceed 100% of the liquidation value of such Fund's portfolio. please register to get more info

Trading
The Adviser’s Code of Ethics (the “Code”) incorporates the following general principles which all employees of the Adviser are expected to uphold: (i) employees must at all times place the interests of the Adviser’s clients first; (ii) personal securities transactions are restricted (as set forth below); (iii) employees must not take any inappropriate advantage of their positions with the Adviser; (iv) information concerning the identity of securities and financial circumstances of the Adviser’s clients and their investors must be kept confidential; and (v) independence in the investment decision-making process must be maintained at all times. The Adviser’s chief compliance officer (the “Compliance Officer”) administers the Code and may grant exceptions from the requirements of the Code on a case-by-case basis. Employees of the Adviser are not permitted to purchase securities in personal brokerage accounts, subject to limited exceptions for US government obligations, bankers’ acceptances, certificates of deposit, money market funds, exchange-traded funds, and mutual funds. Exceptions to the policy can only be made with prior written approval from the Compliance Officer. Employees are required to disclose any pre-existing holdings in personal brokerage accounts upon joining the Adviser and on a periodic basis thereafter. Any sale of such pre-existing securities requires preclearance from the Compliance Officer, and such sales are generally not permitted if the pre- existing securities relate to an issuer in which the Adviser’s clients are invested or which is under consideration for potential investment.

Investors may request a copy of the Code by contacting the Adviser at the address or telephone number listed on the first page of this Brochure.

The Adviser, its employees, or a related entity each may have an investment in each Fund. Therefore, the Adviser, its employees or a related entity participate in transactions of the Funds. Policies and Procedures to Prevent Insider Trading The Adviser maintains policies and procedures that are designed to prevent the misuse of material, non-public information (the “Insider Trading Policies”). The Adviser’s employees are required to certify their compliance with the Code and the Insider Trading Policies at the beginning of their employment with the Adviser and on a periodic basis thereafter.

The Adviser’s Insider Trading Policies prohibit the Adviser and its employees from (i) trading in the securities of a company (either personally or on behalf of others, including the Adviser’s clients) while in possession of material, nonpublic information about such company, and (ii) disclosing material, nonpublic information about any company to others in violation of applicable law. The Adviser has designed and implemented policies and procedures that are designed to shield its employees from access to material, nonpublic information so that investment decisions may be made on the basis of public information only. Accordingly, the Adviser may not have access to material, nonpublic information that other market participants or counterparties are eligible to receive. Notwithstanding such policies and procedures, there may be cases in which the Adviser is exposed to material, nonpublic information about a company in which the Funds are invested, which may result in restrictions on the Adviser’s ability to trade such securities on behalf of the Funds. The Adviser seeks to minimize the likelihood of such a situation whenever possible, but there can be no assurance that such efforts will be successful. please register to get more info

Best Execution The Adviser has complete discretion in deciding which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Portfolio transactions for the Adviser’s clients are allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to the Adviser and/or certain clients of the Adviser, but not beneficial to all clients of the Adviser. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, the Adviser may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to accounts by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Adviser nor any account separately compensates any broker or dealer for any of these other services. If the Adviser decides, based on the factors set forth above, to execute over-the-counter transactions on an agency basis through Electronic Communications Networks (“ECNs”), it will also consider the following factors when choosing to use one ECN over another: the ease of use; the flexibility of the ECN compared to other ECNs; and the level of care and attention that will be given to smaller orders. The Adviser maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals and the Adviser’s best execution committee. Soft Dollars From time to time, the Adviser may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. The Adviser will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). The Adviser believes it is important to its investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one client may be used by the Adviser to service one or more other clients, including clients that may not have paid for the soft dollar benefits. The Adviser will not seek to allocate soft-dollar benefits to clients in proportion to the soft-dollar credits the client generates. Where a product or service obtained with soft dollars provides both research and non-research assistance to the Adviser (i.e., a “mixed use” item), the Adviser will make a good-faith allocation of the cost which may be paid for with soft dollars. In making good-faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of the Adviser’s allocation of the costs of such benefits and services between those that primarily benefit the Adviser and those that primarily benefit its clients. When the Adviser uses brokerage commissions (or markups or markdowns) generated by any client to obtain research or other products or services, the Adviser will receive a benefit because it does not have to produce or pay for such products or services. The Adviser may have an incentive to select or recommend a broker-dealer based on the Adviser’s interest in receiving research or other products or services, rather than on a client’s interest in receiving the most favorable execution. At least annually, the Adviser will consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempt to allocate a portion of the brokerage business of its clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will the Adviser make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. To assist in the payment of research expenses, the Adviser has entered into arrangements commonly referred to as “client commission arrangements” or “commission sharing arrangements” (collectively “CSAs”). The Adviser has established CSAs with various brokers. The commission credits generated through CSA trading for the Adviser’s client accounts with participating brokers are collected in a centralized account at an aggregator or soft dollar administrator, which has established its own arrangements with the participating brokers to facilitate CSAs, including the aggregator’s receipt of fees from the brokers. The Adviser uses the commission credits to obtain research products and services provided by third parties directly to the Adviser. The Adviser has determined the use of such CSAs and the aggregator provides a cost- effective brokerage credit administration system. Allocations of Trades and Investment Opportunities Conflicts of interest may arise from the fact that the Adviser and its affiliates may provide investment management services to multiple clients, including, without limitation, investment funds, separately managed accounts, proprietary accounts and other investment vehicles. It is the policy of the Adviser to allocate investment opportunities between clients fairly, to the extent practical and in accordance with the relevant applicable clients’ investment strategies, over a period of time. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations: (i) whether the risk-return profile of the proposed investment is consistent with a client’s objectives; (ii) the potential for the proposed investment to create an imbalance in a client’s portfolio; (iii) the liquidity requirements of a client; (iv) potentially adverse tax consequences; (v) regulatory restrictions that would or could limit a client’s ability to participate in a proposed investment; and (vi) the need to re-size risk in a client’s portfolio. The Adviser will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to a client solely because the Adviser purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to another client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for a particular client. In particular, when one client is ramping up its investment or trading strategies, it may receive larger allocations of certain securities than other clients in order to obtain its desired risk and portfolio size. Co-Investments The Adviser and its affiliates may, from time to time, offer investors in the Funds and/or other third-party investors the opportunity to co-invest with the Funds in particular investments. The Adviser and its affiliates are not obligated to arrange co-investment opportunities for investors, and no investor will be obligated to participate in such an opportunity. The Adviser and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that is allocated to a particular investor and may allocate co-investment opportunities instead to other investors (including co-investment funds managed by the Adviser) or to third parties. If the Adviser determines that an investment opportunity is too large for its clients, the Adviser and its affiliates may, but will not be obligated to, make proprietary investments therein. The Adviser or its affiliates may receive fees and/or incentive allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or incentive allocations borne by the Funds. Allocation of Expenses Among Clients and Co-Investors The Adviser seeks to fairly allocate expenses among its clients and any co-investors. Generally, clients, including co-investment funds, that own an investment will share in expenses related to such investment, including expenses originally charged solely to any client that is not a co- investment fund. However, it is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the clients with respect to the investment, and, as a result, there may be occasions where co-investors do not bear a proportionate share of such expenses. In addition, where a potential co-investment is contemplated but ultimately not consummated, potential co-investors generally will not share in any expenses related to such potential co- investment, including expenses borne by any client with respect to such potential co-investment. Order Aggregation and Average Pricing If the Adviser determines that the purchase or sale of a security is appropriate with regard to multiple clients, the Adviser may, but will not be obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating client will receive the average price, with transaction costs generally allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by the Adviser. In the event of a partial fill, allocations may be modified on a basis that the Adviser deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades are generally processed in the order that they are placed with the broker or counterparty selected by the Adviser. As a result, certain trades in the same security for one client (including a client in which the Adviser and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. Cross Trades The Adviser may determine that it would be in the best interests of one client and one or more other clients to transfer a security from one account to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the accounts, or to reduce transaction costs that may arise in an open market transaction. If the Adviser decides to engage in a Cross Trade, the Adviser will determine that the trade is in the best interests of both of the clients involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. The Adviser will generally execute Cross Trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. A Cross Trade between two fund clients may also occur as an “internal cross”, where the Adviser instructs the custodian for the funds to book the transaction at the price determined in accordance with the Adviser’s valuation policy. If the Adviser effects an internal cross, the Adviser will not receive any fee in connection with the completion of the transaction. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the Advisers Act) due to the ownership interest in an account by the Adviser or its personnel or any of its or their affiliates, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act. In connection with principal transactions, Cross Trades, certain other related- party transactions and certain other transactions and relationships involving potential conflicts of interest, the Adviser may select one or more persons who are not affiliated with the Adviser or its affiliates to serve on a committee (the “Advisory Committee”), the purpose of which is to consider and approve or disapprove, to the extent required by applicable law or deemed advisable, such related-party transactions and conflicts of interest. The Advisory Committee may approve of such transactions prior to or contemporaneous with, or ratify such transactions subsequent to, their consummation. In no event will any such transaction be entered into unless it complies with applicable law. The member(s) of the Advisory Committee may be exculpated and indemnified by the relevant client. Any decision of the Advisory Committee will be binding on all affected investors. Capital Introduction From time to time, brokers (including prime brokers) may assist a Fund in raising additional funds from investors. Additionally, brokers may provide capital introduction and marketing assistance services, and representatives of the Adviser may speak at conferences and programs sponsored by the brokers, for investors interested in investing in private investment funds. Through such events, prospective investors in a Fund may encounter representatives of the Adviser. Brokers may also provide other services, including, without limitation, consulting services relating to technology and office space. Although neither the Adviser nor any Fund compensates brokers for such assistance, events or services, or for any investments ultimately made by prospective investors attending such events, such activities may influence the Adviser in deciding whether to use such broker in connection with brokerage, financing and other activities of its clients. Subject to its obligation to seek best execution, the Adviser may consider referrals of investors to the Funds in determining its selection of brokers. However, the Adviser will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. Trade Errors The Adviser’s traders may on occasion experience errors with respect to trades made on behalf of its clients. Trade errors might include, for example, keystroke errors that occur when entering trades into an electronic trading system or typographical or drafting errors related to derivatives contracts or similar agreements. Trade errors may result in losses or gains. The Adviser generally will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a counterparty, such as a broker-dealer, the Adviser will strive to recover any losses associated with such error from the counterparty. Pursuant to the exculpation and indemnification provided by the Funds to the Adviser and its affiliates and personnel, the Adviser and its affiliates and personnel will generally not be liable to the Funds for any act or omission, absent bad faith, gross negligence, willful misconduct or fraud, and the Funds will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Funds, absent bad faith, gross negligence, willful misconduct or fraud. As a result of these provisions, the Funds (and not the Adviser) will benefit from any gains resulting from trade errors and will be responsible for any losses (including additional trading costs) resulting from trade errors and similar human errors, absent bad faith, gross negligence, willful misconduct or fraud. The Adviser may, in its sole discretion, offset any net gains and net losses resulting from trade errors. Investors should assume that trade errors (and similar errors) will occur and that, to the extent permitted by law and under the Funds’ offering documents and constituent documents, the Funds will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Adviser’s personnel. please register to get more info

The portfolio accounts of the Funds are reviewed on a daily basis by the Adviser’s (i) Portfolio Manager, (ii) Chief Financial Officer, and (iii) other investment and middle/back office employees. More detailed reviews are conducted by these personnel on a weekly and monthly basis. The Funds undergo an annual audit by Ernst & Young. The Adviser’s fund administrator also independently confirms pricing, valuation, and fee calculations on a monthly basis. Investors in the Funds receive (i) weekly performance estimates, (ii) monthly capital account statements directly from the fund administrator; (iii) monthly reports that include details regarding fund performance, number of positions, sector and geographic exposures, and equity exposures; (iv) quarterly investor letters that provide a narrative description of the events of the previous quarter; and (v) annual tax reports and audited financial statements. please register to get more info

The Adviser does not currently compensate any person for referrals of clients. However, the Adviser may in the future enter into arrangements to provide investment advice to other clients and/or may enter into arrangements with marketing or placement agents to assist with the marketing of the Funds to investors.

Broker-dealers (including, without limitation, prime brokers) and other counterparties may provide a variety of services, including capital introduction services. The Adviser is not required to direct any volume of business in return for these services. However, it has an incentive to maintain relationships with these firms based on their prior and continued services. please register to get more info

Under Rule 206(4)-2 of the Advisers Act, the Adviser is deemed to have custody of the securities and other assets of the Funds even though the Adviser does not physically hold the securities and other assets, and even though such securities and assets are not held or registered in the Adviser’s name. Rule 206(4)-2 imposes certain requirements on registered investment advisers who have actual or deemed custody of client assets; however, the Adviser is exempt from many of the provisions of that rule because each Fund is audited in accordance with US generally accepted accounting principles on an annual basis by Ernst & Young, an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and audited financial statements are distributed to each investor in the Funds within 120 days of the end of each Fund’s fiscal year. please register to get more info

The Adviser has been appointed as a discretionary investment manager of each of the Funds pursuant to an investment management agreement. The investment management agreements between each of the Funds and the Adviser allow the Adviser to exercise full discretionary authority subject to the investment guidelines as described in the offering documents of the relevant Fund. Each of the Adviser and the Funds may terminate the investment management agreements upon 90 days’ prior written notice. please register to get more info

An investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes in the best interest of clients and not subrogate client interests to its own interests. Rule 206(4)-6 under the Advisers Act places specific requirements on registered investment advisers with proxy voting authority. Because the Adviser has discretionary authority over the securities held by its clients, the Adviser is viewed as having proxy voting authority. Accordingly, the Adviser is subject to Rule 206(4)-6. To meet its obligations under the rule, the Adviser has adopted written proxy voting policies and procedures, which are designed to ensure that the Adviser votes proxies in the best interest of its clients and addresses how the Adviser will resolve any conflict of interest that may arise when voting proxies. The general policy of the Adviser is to vote proxy proposals, amendments, consents or resolutions relating to client securities, if any (collectively, “proxies”), in a manner that serves the best interests of the Funds, as determined by the Adviser in its discretion, and taking into account relevant factors, including, but not limited to: (i) the impact on the value of the securities; (ii) the anticipated costs and benefits associated with the proposal; (iii) the effect on liquidity; and (iv) customary industry and business practices. Conflicts of interest may arise between the interests of the Funds on the one hand and the Adviser or its affiliates on the other hand. To the extent such a conflict is identified, the Compliance Officer will review the vote under consideration and seek to resolve the conflict in a way the Compliance Officer believes to be in the relevant client’s best interests. If the Compliance Officer is unable to determine how the Adviser should vote the proxy, the Adviser will, at its own expense, engage an outside proxy voting service or consultant to make a recommendation. The Compliance Officer will retain documentation of the proxy voting service or consultant’s recommendation and will vote the proxies in accordance with that recommendation. Investors may obtain, upon request, a copy of the Adviser’s proxy voting policies and/or information regarding how the Adviser voted proxies for particular portfolio companies by contacting the Adviser at the address or telephone number listed on the first page of this Brochure. please register to get more info

A balance sheet is not required to be provided as the Adviser (i) does not solicit fees more than six months in advance, (ii) does not have a financial condition that is likely to impair its ability to meet contractual commitments to clients and (iii) has not been subject to any bankruptcy proceeding during the past 10 years. please register to get more info